Seeing a familiar word unconsciously activates related associates in memory that affect how well it is remembered later on (e.g., Dime activates penny, nickel, and so on). In this research participants study words, and then their memory is tested by presenting cues to help them remember the words actually seen. We vary how the words are studied and tested and whether attention to the memory task is disrupted before the test. In what is unique about this project we vary the associative structure of the unconsciously activated associates. Associative structure refers to connections among words acquired in everyday life prior to the laboratory task, and these connections have been measured in our lab for thousands of words using normative procedures. These procedures have shown that words vary systematically in terms of how many associates they have and in terms of how organized or connected these associates are. Our memory work shows that memory for a word actually seen is better when its associates are fewer and more densely interconnected, and that these effects depend on both how good the test cue is and whether attention to the memory has been disrupted prior to testing. What is most interesting about this finding is that it indicates that unconsciously activated past experience effects memory for something recently seen. What is known affects memory for what is new. This project will test predictions of a new model for explaining these and many other findings. This work carries implications for health research. For example, the findings show that people often remember associated memories in place of what was actually experienced. False memories may be produced by similar processes. Furthermore, the project offers a new way to explore individual differences. Differences in effects related to manipulations of associative structures in special as compared to normal populations (e.g., the elderly, stroke victims, substance abusers, deaf, depressed) can provide useful diagnostic information about how these individuals process information. The ideas about activating associative structures developed in this project are being actively applied currently to the study of expectations concerning eating disorders, alcohol, and pain perception.